What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-03-16 compared with 2025-03-13 · 216 added, 236 removed, 454 unchanged (50% of the section changed)

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(“we”, “us”, “our”, or the “Company”).

Our MD&A should be read in conjunction with our consolidated and combined consolidated financial statements and the accompanying notes, and with Part I, Item 1A, “Risk Factors” and “Forward-Looking Statements” included elsewhere in this Annual Report on Form 10-K.

Our MD&A should be read in conjunction with our consolidated financial statements and the accompanying notes, and with Part I, Item 1A, “Risk Factors” and “Forward-Looking Statements” included elsewhere in this Annual Report on Form 10-K.

We are in the business of acquiring, developing and operating assets and businesses that represent critical infrastructure for customers in the transportation, energy and industrial products industries.

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“FTAI” or “Former Parent”).

In connection with the spin-off, FTAI Infrastructure LLC converted into FTAI Infrastructure Inc., a Delaware corporation, and acquired all of the material assets and investments that comprised FTAI's infrastructure business (“FTAI Infrastructure”).

On August 1, 2022 (the “Spin-off Date”), FTAI distributed to the holders of FTAI common shares, one share of FTAI Infrastructure Inc.

common stock for each FTAI common share held by such shareholder at the close of business on July 21, 2022 and we became an independent, publicly-traded company trading on The Nasdaq Global Select Market under the symbol “FIP.”

We are a publicly-traded company trading on The Nasdaq Global Select Market under the symbol “FIP.”

Our operations consist of four primary business lines:

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Our Ports and Terminals business, consisting of our Jefferson Terminal and Repauno segments, develops or acquires industrial properties in strategic locations that store and handle for third parties a variety of energy products, including crude oil, refined products and clean fuels.

Through an equity method investment, our Power and Gas business develops and operates facilities, such as a 485-megawatt power plant at the Long Ridge terminal in Ohio, that leverage the property’s location and key attributes to generate incremental value.

Our Power and Gas business develops and operates facilities, such as a 485-megawatt power plant at the Long Ridge terminal in Ohio, that leverage the property’s location and key attributes to generate incremental value.

Our Sustainability and Energy Transition business focuses on investments in companies and assets that utilize green technology, produce sustainable fuels and products or enable customers to reduce their carbon footprint.

For the year ended December 31, 2024, our Railroad business accounted for 54% of our total revenue and our Ports and Terminals business accounted for 29% of our total revenue.

For the year ended December 31, 2025, our Railroad business accounted for 34% of our total revenue, our Ports and Terminals business accounted for 19% of our total revenue and our Power and Gas business accounted for 36% of our total revenue.

Corporate and other sources accounted for the remaining 11% of our total revenue.

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We believe that there are a large number of acquisition opportunities in our markets and that our Manager’s expertise and business and financing relationships, together with our access to capital and generally available capital for infrastructure projects in today’s marketplace, will allow us to take advantage of these opportunities.

As of December 31, 2024, we had total consolidated assets of $2.4 billion and redeemable preferred stock and equity of $0.5 billion.

As of December 31, 2025, we had total consolidated assets of $5.7 billion and redeemable preferred stock and equity of $944.0 million.

Operating Segments

Prior to the third quarter of 2022, we operated as three reportable segments.

During the third quarter of 2022, we reorganized our historical operating segments into five operating segments as described below.

Additionally, during the third quarter of 2022, we modified our definition of Adjusted EBITDA to exclude the impact of interest and other costs on pension and other post-employment benefits (“OPEB”) liabilities and dividends and accretion of redeemable preferred stock.

During the first quarter of 2023, we modified our definition of Adjusted EBITDA to exclude the impact of other non-recurring items, such as severance expense.

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Our reportable segments are (i) Railroad, (ii) Jefferson Terminal, (iii) Repauno, (iv) Power and Gas and (v) Sustainability and Energy Transition.

The Railroad segment is comprised of six freight railroads and one switching company that provide rail service to certain manufacturing and production facilities, in addition to KRS, a railcar cleaning operation.

The Railroad segment is comprised of eight freight railroads and one switching company that provide rail service to certain manufacturing and production facilities, which includes the newly acquired Wheeling as of the third quarter of 2025 (refer to Note 3 for additional details).

The Jefferson Terminal segment consists of a multi-modal crude oil and refined products terminal, Jefferson Terminal South and other related assets.

The Repauno segment consists of a 1,630-acre deep-water port located along the Delaware River with an underground storage cavern, a multipurpose dock, a rail-to-ship transloading system and multiple industrial development opportunities.

The Power and Gas segment is comprised of an equity method investment in Long Ridge, which is a 1,660-acre multi-modal terminal located along the Ohio River with rail, dock, and multiple industrial development opportunities, including a power plant in operation.

The Power and Gas segment is comprised of Long Ridge, which is a 1,660-acre multi-modal terminal located along the Ohio River with rail, dock, and multiple industrial development opportunities, including a power plant in operation.

The Sustainability and Energy Transition segment is comprised of Aleon/Gladieux, Clean Planet, and CarbonFree, and all three investments are development stage businesses focused on sustainability and recycling.

Corporate and Other primarily consists of unallocated corporate general and administrative expenses, management fees, debt and redeemable preferred stock.

Additionally, Corporate and Other includes an investment in an unconsolidated entity engaged in the acquisition and leasing of shipping containers and an operating company that provides roadside assistance services for the intermodal and over-the-road trucking industries.

Additionally, Corporate and Other includes an operating company that provides roadside assistance services for the intermodal and over-the-road trucking industries.

As of the second quarter of 2025, we have moved KRS, a railcar cleaning operation, from the Railroad segment to the Corporate and Other segment.

As the chief operating decision maker (“CODM”) focuses on Transtar and Wheeling, a pure railroad business, within the Railroad segment results, we believe the change in segment for KRS better aligns with how the CODM reviews overall segment results.

Due to the immateriality of the results of KRS, we will apply this change prospectively.

On May 14, 2024, certain members of Fortress management and affiliates of Mubadala Investment Company, through its wholly owned asset management subsidiary, Mubadala Capital (“Mubadala”), completed their acquisition of 100% of the equity of Fortress.

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Results of Operations

In this section, we discuss the results of our operations for the year ended December 31, 2025 compared to the year ended December 31, 2024.

For a discussion of the year ended December 31, 2024 compared to the year ended December 31, 2023, please refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2024.

Adjusted EBITDA (Non-GAAP)

The chief operating decision maker (“CODM”) utilizes Adjusted EBITDA as the key performance measure.

The CODM utilizes Adjusted EBITDA as the key performance measure.

Adjusted EBITDA is not a financial measure in accordance with U.S.

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We believe Adjusted EBITDA is a useful metric for investors and analysts for similar purposes of assessing our operational performance.

Adjusted EBITDA is defined as net income (loss) attributable to stockholders or Former Parent, adjusted (a) to exclude the impact of provision for (benefit from) income taxes, equity-based compensation expense, acquisition and transaction expenses, losses on the modification or extinguishment of debt and capital lease obligations, changes in fair value of non-hedge derivative instruments, asset impairment charges, incentive allocations, depreciation and amortization expense, interest expense, interest and other costs on pension and OPEB liabilities, dividends and accretion of redeemable preferred stock, and other non-recurring items, (b) to include the impact of our pro-rata share of Adjusted EBITDA from unconsolidated entities, and (c) to exclude the impact of equity in earnings (losses) of unconsolidated entities and the non-controlling share of Adjusted EBITDA.

We believe that net income (loss) attributable to stockholders, as defined by U.S.

Adjusted EBITDA is defined as net income (loss) attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock, adjusted (a) to exclude the impact of provision for (benefit from) income taxes, equity-based compensation expense, acquisition and transaction expenses, losses on the modification or extinguishment of debt and capital lease obligations, changes in fair value of non-hedge derivative instruments, asset impairment charges, incentive allocations, depreciation and amortization expense, interest expense, interest and other costs on pension and OPEB liabilities, dividends and accretion of redeemable preferred stock, and other non-recurring items, (b) to include the impact of our pro-rata share of Adjusted EBITDA from unconsolidated entities, and (c) to exclude the impact of equity in earnings (losses) of unconsolidated entities and the non-controlling share of Adjusted EBITDA.

We believe that net income (loss) attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock, as defined by U.S.

GAAP, is the most appropriate earnings measure with which to reconcile Adjusted EBITDA.

Adjusted EBITDA should not be considered as an alternative to net income (loss) attributable to stockholders as determined in accordance with U.S.

The following table presents our consolidated and combined consolidated results of operations:

Adjusted EBITDA should not be considered as an alternative to net income (loss) attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock as determined in accordance with U.S.

The following table presents our consolidated results of operations:

Year Ended December 31, Change

(in thousands) 2024 2023 2022 '24 vs ‘23

(in thousands) 2025 2024 2023 '25 vs ‘24 '24 vs ‘23

Lease income $ 5,089 $ 4,963 $ 3,089 $ 126 $ 1,874

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Terminal services revenues 95,054 93,259 83,350 1,795 9,909

Power revenues 156,183 — — 156,183 —

Gas revenues 21,194 — — 21,194 —

Roadside services revenues 52,194 55,000 68,190 (2,806) (13,190)

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Total expenses 494,551 430,993 364,847 63,558 66,146

Other (expense) income

Equity in losses of unconsolidated entities (55,496) (24,707) (67,399) (30,789) 42,692

Gain (loss) on sale of assets, net 2,370 6,855 (1,603) (4,485) 8,458

Other income (expense)

Equity in earnings (losses) of unconsolidated entities 12,303 (55,496) (24,707) 67,799 (30,789)

Gain on sale of assets, net 128,842 2,370 6,855 126,472 (4,485)

Loss on modification or extinguishment of debt (59,323) (8,925) (2,036) (50,398) (6,889)

Interest expense (265,914) (122,108) (99,603) (143,806) (22,505)

Other income (expense) 20,904 6,586 (3,169) 14,318 9,755

Other income 20,751 20,904 6,586 (153) 14,318

Total other expense (163,341) (163,255) (112,905) (86) (50,350)

Loss before income taxes (155,372) (262,751) (157,280) 107,379 (105,471)

Provision for income taxes 3,313 2,470 4,468 843 (1,998)

(Benefit from) provision for income taxes (3,318) 3,313 2,470 (6,631) 843

Net loss (152,054) (266,064) (159,750) 114,010 (106,314)

Net loss attributable to non-controlling interest in consolidated subsidiaries (44,880) (42,419) (38,414) (2,461) (4,005)

Preferred dividends and accretion on redeemable non-controlling interests 44,607 — — 44,607 —

Dividends and accretion of redeemable preferred stock 55,622 70,814 62,400 (15,192) 8,414

Net loss attributable to stockholders/Former Parent $ (294,459) $ (183,736) $ (177,241) $ (110,723) $ (6,495)

The following table sets forth a reconciliation of net loss attributable to stockholders and Former Parent to Adjusted EBITDA:

Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (207,403) $ (294,459) $ (183,736) $ 87,056 $ (110,723)

The following table sets forth a reconciliation of net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock to Adjusted EBITDA:

Year Ended December 31, Change

(in thousands) 2025 2024 2023 '25 vs ‘24 '24 vs ‘23

Net loss attributable to stockholders/Former Parent $ (294,459) $ (183,736) $ (177,241) $ (110,723) $ (6,495)

Provision for income taxes 3,313 2,470 4,468 843 (1,998)

Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (207,403) $ (294,459) $ (183,736) $ 87,056 $ (110,723)

(Benefit from) provision for income taxes (3,318) 3,313 2,470 (6,631) 843

Equity-based compensation expense 11,076 8,636 9,199 2,440 (563)

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2,295 — 2,470 2,295 (2,470)

Equity in losses of unconsolidated entities 55,496 24,707 67,399 30,789 (42,692)

Equity in (earnings) losses of unconsolidated entities (12,303) 55,496 24,707 (67,799) 30,789

Non-controlling share of Adjusted EBITDA (4)

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(1) Includes the following items for the years ended December 31, 2025, 2024 and 2023:

(i) depreciation and amortization expense of $79,410, $80,992 and $70,749 and (ii) capitalized contract costs amortization of $4,475, $549 and $—, respectively.

(i) depreciation and amortization expense of $132,489, $79,410 and $80,992, (ii) capitalized contract costs amortization of $4,931, $4,475 and $549 and (iii) amortization of other comprehensive income of $(20,092), $— and $—, respectively.

(2) Includes the following items for the years ended December 31, 2025, 2024 and 2023:

(i) net loss of $(55,656), $(23,752) and $(67,658), (ii) interest expense of $43,549, $34,686 and $28,702, (iii) depreciation and amortization expense of $28,115, $27,685 and $28,399, (iv) acquisition and transaction expenses of $209, $445 and $616, (v) changes in fair value of non-hedge derivative instruments of $(1,488), $(18,904) and $21,218, (vi) asset impairment of $274, $1,135 and $2,280, (vii) equity-based compensation of $2, $5 and $382, (viii) loss on modification or extinguishment of debt of $4,724, $— and $—, (ix) equity method basis adjustments of $65, $(1,091) and $— and (x) other non-recurring items of $478, $— and $—, respectively.

(i) net income (loss) of $21,206, $(55,656) and $(23,752), (ii) interest expense of $8,574, $43,549 and $34,686, (iii) depreciation and amortization expense of $9,029, $28,115 and $27,685, (iv) acquisition and transaction expenses of $201, $209 and $445, (v) changes in fair value of non-hedge derivative instruments of $(12,822), $(1,488) and $(18,904), (vi) asset impairment charges of $—, $274 and $1,135, (vii) equity-based compensation expense of $—, $2 and $5, (viii) losses on modification or extinguishment of debt of $—, $4,724 and $—, (ix) equity method basis adjustments of $10, $65 and $(1,091), (x) provision for income taxes of $4,676, $— and $— and (xi) other non-recurring items of $1, $478 and $—, respectively.

(3) Includes the following items for the year ended December 31, 2025:

certain non-cash expenses related to the cancellation of restricted shares and Railroad severance expense of $2,470.

(i) incidental utility rebillings of $650, (ii) loss on inventory heel of $385, (iii) Railroad severance expense of $305 and (iv) non-ordinary professional fees of $955.

Includes the following items for the year ended December 31, 2023:

certain non-cash expenses related to the cancellation of restricted shares of $1,131 and Railroad severance expense of $1,339.

(4) Includes the following items for the years ended December 31, 2025, 2024 and 2023:

(i) equity-based compensation of $1,127, $1,412 and $470, (ii) (benefit from) provision for income taxes of $(510), $578 and $670, (iii) interest expense of $11,555, $7,391 and $5,491, (iv) depreciation and amortization expense of $12,930, $11,752 and $9,699, (v) changes in fair value of non-hedge derivative instruments of $—, $63 and $(53), (vi) acquisition and transaction expenses of $7, $307 and $1, (vii) interest and other costs on pension and OPEB liabilities of $(1), $6, and $1, (viii) asset impairment of $—, $2 and $—, (ix) loss on modification or extinguishment of debt of $2,086, $— and $— and (x) other non-recurring items of $—, $4 and $—, respectively.

(i) equity-based compensation expense of $449, $1,127 and $1,412, (ii) provision for (benefit from) income taxes of $(219), $(510) and $578, (iii) interest expense of $15,569, $11,555 and $7,391, (iv) depreciation and amortization expense of $12,543, $12,930 and $11,752, (v) changes in fair value of non-hedge derivative instruments of $(25), $— and $63, (vi) acquisition and transaction expenses of $278, $7 and $307, (vii) interest and other costs on pension and OPEB liabilities of $(5), $(1), and $6, (viii) asset impairment charges of $24, $— and $2, (ix) equity in earnings of unconsolidated entities of $96, $— and $—, (x) dividends and accretion of redeemable preferred stock of $243, $— and $—, (xi) losses on modification or extinguishment of debt of $367, $2,086 and $— and (xii) other non-recurring items of $61, $— and $4, respectively.

Comparison of the years ended December 31, 2025 and 2024

Total revenues increased $11.0 million primarily due to higher revenues in the Railroad, Jefferson Terminal, and Repauno segments.

• Rail revenue increased $10.5 million due to an increase in both carloads and rates per car;

• Terminal services revenue increased $9.9 million due to higher throughput volumes at Jefferson Terminal and the commencement of a butane throughput contract at Repauno in April 2023;

Total revenues increased $171.0 million primarily due to higher revenues in the Power and Gas and Jefferson Terminal segments.

• Terminal services revenue increased $1.8 million due to (i) an increase in average refined oil throughput volumes at Jefferson Terminal and (ii) an increase due to the acquisition of GCM’s 49.9% interest in Long Ridge Energy & Power LLC in February 2025, offset by a decrease due to lower volumes stemming from the terminal’s new butane throughput contract that commenced in April 2025 at Repauno;

• Power revenues increased $156.2 million due to the acquisition of GCM’s 49.9% interest in Long Ridge Energy & Power LLC in February 2025;

• Gas revenues increased $21.2 million due to the acquisition of GCM’s 49.9% interest in Long Ridge Energy & Power LLC in February 2025;

partially offset by

• Rail revenues decreased $5.8 million primarily due to decreased carloads in the Railroad segment;

• Roadside services revenue decreased $2.8 million due to a decrease in roadside services at FYX.

Total expenses decreased $66.1 million primarily due to a decrease in (i) operating expenses, (ii) depreciation and amortization and (iii) asset impairment, offset by an increase in (iv) general and administrative expense and (v) acquisition and transaction expenses.

Operating expenses decreased $6.0 million primarily due to:

• a decrease of $15.6 million in the Corporate and Other segment primarily due to a decrease in roadside services at FYX;

partially offset by

• an increase of $4.2 million in the Railroad segment primarily due to increased carloads;

• an increase of $1.3 million at Repauno which primarily reflects an increase in compensation and benefits due to costs associated with equity-based compensation, as well as an increase in labor costs and professional fees related to the continued development of the site;

• an increase of $4.6 million at Jefferson Terminal which primarily reflects an increase in costs associated with equity-based compensation, as well as higher labor and other costs, including repairs and maintenance, associated with increased terminal throughput activity.

Depreciation and amortization decreased $1.6 million which primarily reflects certain assets becoming fully depreciated at the Jefferson Terminal and Corporate and Other segments.

Asset impairment increased $71.6 million due to the impairment of our investment in GM-FTAI Holdco LLC in the Sustainability and Energy Transition segment, partially offset by certain scrap assets that were written off in 2023 in the Railroad segment.

General and administrative increased $2.0 million primarily due to higher professional fees in the Corporate and Other segment.

Acquisition and transaction expenses increased $1.3 million primarily due to increased consulting fees in the Power and Gas segment.

Other (expense) income

Total other expense increased $50.4 million which primarily reflects:

• an increase in equity in losses of unconsolidated entities of $30.8 million which primarily reflects a decrease in unrealized gains on power swaps at Long Ridge Energy & Power LLC, as well as higher operating losses at GM-FTAI Holdco LLC in the Sustainability and Energy Transition segment;

• a decrease in gain on the sale of assets of $4.5 million primarily due to a gain recognized at Jefferson Terminal, offset by a loss recognized in the Railroad segment;

• an increase in interest expense of $22.5 million primarily due to an increase in the average outstanding debt of approximately $178.4 million which consists of (i) $49.1 million for the Senior Notes due 2027, (ii) $17.6 million for the DRP Revolver and (iii) $136.6 million for the Series 2024 Bonds as well as the Barclay’s loan, offset by the full repayment of the Transtar Revolver in July 2023 for $50.0 million;

• an increase in loss on modification or extinguishment of debt of $6.9 million at Jefferson Terminal;

• an increase in other income of $14.3 million primarily due to (i) interest income from an increased loan balance under the loan agreement between the Company and Long Ridge Energy & Power LLC, (ii) pension and OPEB benefits due to favorable adjustments in the Railroad segment and (iii) a benefit from the decrease in prior period losses related to the termination of a pipeline contract at Jefferson Terminal.

Dividends and accretion of redeemable preferred stock

Dividends and accretion of redeemable preferred stock increased $8.4 million due to continued accretion of our redeemable preferred stock balance for the year.

Adjusted EBITDA (Non-GAAP)

Adjusted EBITDA increased $20.1 million primarily due to the changes noted above.

Comparison of the years ended December 31, 2023 and 2022

Total revenues increased $58.5 million primarily due to higher revenues in the Railroad, Jefferson Terminal, and Corporate and Other segments.

• Rail revenue increased $20.0 million due to (i) an increase in both carloads and rates per car and (ii) a full year of fuel surcharges in 2023 compared to a partial year of fuel surcharges that went into effect at the beginning of the second quarter in 2022;

• Terminal services revenue increased $23.8 million due to higher throughput volumes at Jefferson Terminal and the commencement of a butane throughput contract at Repauno in April 2023;

• Roadside services revenue increased $20.3 million due to the acquisition and consolidation of FYX in May 2022, in addition to FYX price increases during the year.

Total expenses increased $45.2 million primarily due to an increase in (i) operating expenses, (ii) depreciation and amortization and (iii) general and administrative expense, partially offset by a decrease in (iv) acquisition and transaction expenses.

Total expenses increased $63.6 million primarily due to an increase in (i) operating expenses, (ii) general and administrative expense, (iii) acquisition and transaction expenses and (iv) depreciation and amortization, offset by a decrease in asset impairment.

Operating expenses increased $51.9 million primarily due to:

• an increase of $20.2 million in the Corporate and Other segment primarily due to the acquisition and consolidation of FYX in May 2022;

• an increase of $8.1 million in the Railroad segment primarily due to (i) an increase in labor and other costs associated with higher carload activity and severance costs at Transtar and (ii) an increase in repairs and maintenance expense due to increased activity at Transtar;

• an increase of $5.1 million at Repauno which primarily reflects (i) an increase in compensation and benefits due to costs associated with equity-based compensation and (ii) an increase in labor costs and professional fees related to the continued development of the site;

• an increase of $10.2 million at Jefferson Terminal which primarily reflects (i) an increase in compensation and benefits due to costs associated with equity-based compensation and (ii) an increase in repairs and maintenance expense due to increased activity at Jefferson Terminal;

• an increase of $1.9 million at Power and Gas primarily due to an increase in professional fees.

Depreciation and amortization increased $10.2 million which primarily reflects (i) additional assets placed into service at Jefferson Terminal and (ii) the acquisition and consolidation of FYX in May 2022.

General and administrative increased $1.9 million primarily due to higher professional fees in the Corporate and Other segment.

Acquisition and transaction expenses decreased $12.7 million primarily due to expenses incurred in 2022 related to the Spin-off.

Other (expense) income

Total other expense decreased $12.5 million which primarily reflects:

• a decrease in equity in losses of unconsolidated entities of $42.7 million which primarily reflects unrealized gains on power swaps at Long Ridge partially offset by operating losses at GM-FTAI Holdco LLC in the Sustainability and Energy Transition segment;

• an increase in gain on the sale of assets of $8.5 million due to a gain on a sales-type lease and a gain from the sale of land at Jefferson Terminal;

• an increase in other income of $9.8 million primarily due to interest income from a loan agreement entered into at the end of 2022 between the Company and Long Ridge Energy & Power LLC;

• an increase of $60.2 million in the Power and Gas segment primarily due to increased drilling expenses at Ohio Gasco LLC and Long Ridge West Virginia, as well as increased legal expenses;

partially offset by

• an increase in interest expense of $46.4 million primarily due to an increase in the average outstanding debt of approximately $397.1 million which consists of (i) $327 million for the Senior Notes due 2027, (ii) $24.2 million for the Transtar Revolver, (iii) $25.5 million for the EB-5 Loan Agreement and (iv) $4.1 million for the Credit Agreement;

• an increase in loss on extinguishment of debt of $2.0 million due to repayment of amounts outstanding under the Transtar Revolver and Credit Agreement in full.

• a decrease of $0.8 million at Repauno which primarily reflects lower repairs and maintenance and labor costs;

• a decrease of $2.6 million at Jefferson Terminal which primarily reflects lower costs associated with insurance and equity-based compensation;

• a decrease of $5.6 million in the Railroad segment primarily due to decreased carloads.

General and administrative increased $1.4 million due to higher professional fees in the Corporate and Other segment.

Acquisition and transaction expenses increased $21.7 million primarily due to (i) increased consulting and legal fees related to the acquisition of GCM’s 49.9% interest in Long Ridge Energy & Power LLC in the Power and Gas segment in February 2025, (ii) an increase due to the acquisition of Wheeling in December 2025 and costs for the warrants issued in August 2025 in the Railroad segment, (iii) an increase in consulting fees in the Repauno segment and (iv) higher professional fees in the Corporate and Other segment.

Depreciation and amortization increased $53.1 million which primarily reflects an increase in the Power and Gas Segment related to depreciation expense at the Terminal and Power Plant businesses as a result of the acquisition of 100% of Long Ridge in February 2025.

Asset impairment decreased $67.9 million due to prior year impairment of our investment in GM-FTAI Holdco LLC in the Sustainability and Energy Transition segment, offset by a railcar adjustment in the Railroad segment in the current year.

Other income (expense)

Total other expense increased by an immaterial amount which reflects:

• an increase in interest expense of $143.8 million primarily due to an increase in the average outstanding debt of approximately $1.7 billion which consists of (i) $282.8 million for the Corporate Bridge Loan, (ii) $242.2 million for the Series 2025 Bonds, (iii) $81.9 million for the Series 2024 Bonds, (iv) $1.1 billion for Long Ridge Energy & Power LLC debt and (v) $8.3 million for the RailCo Revolver;

• an increase in loss on modification or extinguishment of debt of $50.4 million primarily due to (i) an increase of $55.2 million for the paydown of the Senior Notes due 2027 in August 2025 in the Corporate and Other segment and (ii) an increase of $3.3 million for the payoff of the DRP Revolver and March 2025 Credit Agreement at Repauno, partially offset by a decrease of $8.2 million for debt in the prior year at Jefferson Terminal;

partially offset by

• an increase in equity in earnings of unconsolidated entities of $67.8 million which primarily reflects (i) the equity pickup of Long Ridge Energy & Power LLC net losses in the Power and Gas segment in the prior year, while there were only two months of equity pickup in the current year since 100% of Long Ridge Energy & Power LLC was acquired in February 2025, and therefore no equity pickup recorded after the acquisition and (ii) the equity pickup of Wheeling in the Railroad segment from August through December when Wheeling was consolidated, partially offset by a decrease due to lower operating losses at GM-FTAI Holdco LLC in the Sustainability and Energy Transition segment;

• an increase in gain on the sale of assets of $126.5 million primarily due to (i) the acquisition of 100% of Long Ridge in February 2025 in the Power and Gas segment and (ii) gain on sale of equity method investment in Clean Planet Energy USA LLC in the Sustainability and Energy Transition segment, partially offset by a decrease at Jefferson Terminal due to a gain recognized in the prior year.

(Benefit from) provision for income taxes

Benefit from income taxes increased $6.6 million primarily due to the partial release of the valuation allowance in connection with the acquisition of GCM’s 49.9% interest in Long Ridge Energy & Power LLC in February 2025.

Preferred dividends and accretion on redeemable non-controlling interests

Preferred dividends and accretion on redeemable non-controlling interests increased $44.6 million due to the acquisition of Wheeling and related issuance of Series A Preferred Stock - RailCo during the year.

Dividends and accretion of redeemable preferred stock

Dividends and accretion of redeemable preferred stock increased $38.7 million due to the redeemable preferred stock raise completed in August 2022.

Dividends and accretion of redeemable preferred stock decreased $15.2 million due to payoff of Series A Preferred Stock in August 2025.

Adjusted EBITDA (Non-GAAP)

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Rail revenues 171,076 178,243 167,793 (7,167) 10,450

Other revenue 43 — — 43 —

Total revenues 172,940 180,027 169,445 (7,087) 10,582

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Total expenses 120,868 117,933 114,042 2,935 3,891

Other (expense) income

Other income (expense)

Equity in earnings of unconsolidated entities 9,223 — — 9,223 —

Loss on sale of assets, net (79) (704) (437) 625 (267)

2 unchanged sentences

Other income (expense) 6,144 770 (2,164) 5,374 2,934

Total other expense (240) (5,822) (3,447) 5,582 (2,375)

Total other income (expense) 14,405 (240) (5,822) 14,645 5,582

Income before income taxes 66,477 61,854 49,581 4,623 12,273

2 unchanged sentences

Net income attributable to non-controlling interest in consolidated subsidiaries 116 245 143 (129) 102

Net income attributable to stockholders/Former Parent $ 56,917 $ 49,999 $ 39,122 $ 6,918 $ 10,877

The following table sets forth a reconciliation of net income attributable to stockholders and Former Parent to Adjusted EBITDA:

Preferred dividends and accretion on redeemable non-controlling interests 44,607 — — 44,607 —

Net income attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ 15,817 $ 56,917 $ 49,999 $ (41,100) $ 6,918

The following table sets forth a reconciliation of net income attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock to Adjusted EBITDA:

Year Ended December 31, Change

(in thousands) 2025 2024 2023 '25 vs ‘24 '24 vs ‘23

Net income attributable to stockholders/Former Parent $ 56,917 $ 49,999 $ 39,122 $ 6,918 10,877

Net income attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ 15,817 $ 56,917 $ 49,999 $ (41,100) 6,918

Provision for (benefit from) income taxes 5,937 4,692 (561) 1,245 5,253

8 unchanged sentences

Pro-rata share of Adjusted EBITDA from unconsolidated entities (1)

26,713 — — 26,713 —

Dividends and accretion of redeemable preferred stock 44,607 — — 44,607 —

2 unchanged sentences

305 — 1,339 305 (1,339)

Equity in losses of unconsolidated entities — — — — —

Equity in earnings of unconsolidated entities (9,223) — — (9,223) —

Non-controlling share of Adjusted EBITDA (3)

3 unchanged sentences

(1) Includes the following items for the year ended December 31, 2025:

(i) net loss of $14,966, (ii) depreciation and amortization expense of $6,145, (iii) interest expense of $926 and (iv) provision for income taxes of $4,676.

(2) Includes the following items for the year ended December 31, 2025:

Railroad severance expense of $305.

Includes the following items for the year ended December 31, 2023:

Railroad severance expense of $1,339.

(3) Includes the following items for the years ended December 31, 2025, 2024 and 2023:

(i) equity-based compensation of $9, $4 and $2, (ii) provision for (benefit from) income taxes of $22, $(1) and $2, (iii) acquisition and transaction expenses of $2, $1 and $1, (iv) interest and other costs on pension and OPEB liabilities of $(1), $6 and $1, (v) depreciation and amortization expense of $88, $49 and $19, (vi) interest expense of $2, $6 and $—, (vii) asset impairment of $—, $2 and $— and (viii) other non-recurring items of $—, $4 and $—, respectively.

Comparison of the years ended December 31, 2024 and 2023

Total revenues increased $10.6 million which is primarily due to both an increase in carloads and rates per car.

Total expenses increased $3.9 million which is primarily due to the increase in operating expense of $4.2 million due to increased carloads, partially offset by a decrease in asset impairment of $0.7 million for certain scrap assets written off in 2023.

Other (expense) income

Total other expense decreased $5.6 million which primarily reflects a decrease in interest expense and loss on extinguishment of debt related to the revolver entered into in the fourth quarter of 2022 and paid off in the third quarter of 2023, as well as an increase in other income related to pension and OPEB benefits due to favorable adjustments.

Adjusted EBITDA (Non-GAAP)

Adjusted EBITDA increased $5.7 million due to the changes noted above.

(i) equity-based compensation expense of $13, $9 and $4, (ii) provision for (benefit from) income taxes of $33, $22 and $(1), (iii) acquisition and transaction expenses of $20, $2 and $1, (iv) interest and other costs on pension and OPEB liabilities of $(5), $(1) and $6, (v) depreciation and amortization expense of $116, $88 and $49, (vi) interest expense of $5, $2 and $6, (vii) changes in fair value of non-hedge derivative instruments of $(23), $— and $—, (viii) asset impairment charges of $24, $— and $2, (ix) equity in earnings of unconsolidated entities of $96, $— and $—, (x) dividends and accretion of redeemable preferred stock of $243, $— and $— and (xi) other non-recurring items of $2, $— and $4, respectively.

Comparison of the years ended December 31, 2025 and 2024

Total revenues increased $19.8 million which is primarily due to both an increase in (i) carloads and rates per car and (ii) a full year of fuel surcharges in 2023 compared to a partial year of fuel surcharges that went into effect at the beginning of the second quarter in 2022.

Total expenses increased $8.3 million which is primarily due to the increase in operating expense of $8.1 million due to (i) an increase in compensation, benefits and other costs associated with higher carload activity and severance costs and (ii) repairs and maintenance from increased transloading activity.

Other expense

Total other expense increased $2.4 million which primarily reflects an increase in interest expense due to a higher outstanding balance on the revolver and an increase in interest rate during 2023.

Total revenues decreased $7.1 million which is primarily due to decreased carloads.

Total expenses increased $2.9 million which primarily reflects:

• an increase in acquisition and transaction costs of $3.1 million primarily related to the acquisition of Wheeling in December 2025 and costs for the warrants issued in August 2025;

• an increase in depreciation and amortization expense of $1.1 million related to depreciation on Wheeling assets due to the acquisition in December 2025;

• an increase in asset impairment of $4.4 million related to a railcar adjustment;

partially offset by

• a decrease in operating expenses of $5.6 million due to decreased carloads.

Other income (expense)

Total other income increased $14.6 million which primarily reflects an increase in equity earnings of unconsolidated entities of $9.2 million due to the equity pickup of Wheeling from August through December 2025 when Wheeling was consolidated, as well as an increase in other income of $5.4 million mainly related to (i) a fair value adjustment of Warrants and (ii) favorable adjustments related to pension and OPEB benefits.

Preferred dividends and accretion on redeemable non-controlling interests

Adjusted EBITDA (Non-GAAP)

21 unchanged sentences

Net loss attributable to non-controlling interest in consolidated subsidiaries (43,261) (41,491) (36,917) (1,770) (4,574)

Net loss attributable to stockholders/Former Parent $ (44,631) $ (36,720) $ (35,623) $ (7,911) $ (1,097)

The following table sets forth a reconciliation of net loss attributable to stockholders and Former Parent to Adjusted EBITDA:

Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (46,043) $ (44,631) $ (36,720) $ (1,412) $ (7,911)

The following table sets forth a reconciliation of net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock to Adjusted EBITDA:

Year Ended December 31, Change

(in thousands) 2025 2024 2023 '25 vs ‘24 '24 vs ‘23

Net loss attributable to stockholders/Former Parent $ (44,631) $ (36,720) $ (35,623) $ (7,911) $ (1,097)

Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (46,043) $ (44,631) $ (36,720) $ (1,412) $ (7,911)

(Benefit from) provision for income taxes (1,873) (1,667) 2,468 (206) (4,135)

23 unchanged sentences

(3) Includes the following items for the years ended December 31, 2025, 2024, and 2023:

(i) equity-based compensation of $989, $1,309 and $440, (ii) (benefit from) provision for income taxes of $(506), $551 and $660, (iii) interest expense of $11,454, $7,242 and $5,416, (iv) acquisition and transaction expenses of $5, $306 and $—, (v) depreciation and amortization expense of $12,236, $10,920 and $8,587 and (vi) loss on modification or extinguishment of debt of $2,086, $— and $—, respectively.

(i) equity-based compensation expense of $346, $989 and $1,309, (ii) (benefit from) provision for income taxes of $(434), $(506) and $551, (iii) interest expense of $15,085, $11,454 and $7,242, (iv) acquisition and transaction expenses of $16, $5 and $306, (v) depreciation and amortization expense of $11,842, $12,236 and $10,920 and (vi) losses on modification or extinguishment of debt of $173, $2,086 and $—, respectively.

Comparison of the years ended December 31, 2025 and 2024

Total revenues increased $8.5 million during the year ended December 31, 2024 primarily due to (i) an increase in terminal services revenues of $6.8 million due to an increase in average crude oil throughput volumes and (ii) an increase in lease income of $1.7 million.

Total expenses increased $2.2 million which reflects:

• an increase in operating expenses of $4.6 million primarily due to costs associated with equity-based compensation, higher labor and other costs, including repairs and maintenance, associated with increased terminal throughput activity;

Total revenues increased $5.0 million primarily due to an increase in terminal services revenues of $4.9 million due to an increase in average refined oil throughput volumes.

Total expenses decreased $4.2 million which primarily reflects:

• a decrease in operating expenses of $2.6 million primarily due to lower costs associated with insurance and equity-based compensation;

• a decrease in depreciation and amortization of $1.7 million due to certain assets becoming fully depreciated.

• a decrease in acquisition and transaction expenses of $1.3 million associated with professional fees incurred in the prior year for a potential acquisition.

Other income (expense)

Total other expense increased $22.9 million which primarily reflects (i) an $8.9 million loss on modification or extinguishment of debt, (ii) an increase in interest expense of $16.6 million related to additional borrowings during the current year and (iii) a $4.2 million decrease in gain on sale of assets, offset by an increase in other income of $6.8 million due to current year gains from the grant of a pipeline easement and sales leaseback transaction, as well as a benefit from the decrease in prior year losses related to the termination of a pipeline contract.

Adjusted EBITDA (Non-GAAP)

Adjusted EBITDA increased $6.3 million primarily due to the changes noted above.

Comparison of the years ended December 31, 2023 and 2022

Total revenues increased $11.9 million primarily due to (i) an increase in terminal services revenues of $11.7 million due to an increase in average refined products throughput volumes and (ii) an increase in lease income of $0.2 million.

Total expenses increased $21.1 million which reflects:

• an increase in operating expenses of $10.2 million primarily due to costs associated with equity-based compensation, higher labor and other costs, including repairs and maintenance, associated with increased terminal throughput activity ;

• an increase in depreciation and amortization of $9.6 million due to additional assets placed into service;

• an increase in acquisition and transaction expenses of $1.3 million associated with professional fees for a potential acquisition.

Other income (expense)

Total other expense decreased $2.7 million which primarily reflects (i) a benefit from the decrease in prior period losses related to the termination of a pipeline contract, (ii) a gain on the sales-type lease and (iii) a gain from the sale of land, partially offset by an increase in interest expense due to additional borrowings for the EB-5 Loan Agreement.

Other expense

Total other expense increased $12.6 million which primarily reflects (i) an increase in interest expense of $16.1 million related to additional borrowings during the current year, (ii) a $3.1 million gain on sale of assets in the prior year and (iii) a $1.6 million gain from the grant of a pipeline easement in the prior year, offset by an $8.2 million loss on modification or extinguishment of debt in the prior year.

Adjusted EBITDA (Non-GAAP)

4 unchanged sentences

(in thousands) 2025 2024 2023 '25 vs ‘24 '24 vs ‘23

Rail revenues $ — $ — $ 86 $ — $ (86)

Terminal services revenues $ 10,710 $ 15,792 $ 12,641 $ (5,082) $ 3,151

2 unchanged sentences

Operating expenses 22,733 23,483 22,203 (750) 1,280

Acquisition and transaction expenses 4,253 — — 4,253 —

Depreciation and amortization 9,973 9,914 9,336 59 578

Total expenses 36,959 33,397 31,539 3,562 1,858

Other expense

Other (expense) income

Loss on modification or extinguishment of debt (3,324) — — (3,324) —

Interest expense (6,943) (1,617) (2,557) (5,326) 940

Other income 4,475 — — 4,475 —

Total other expense (5,792) (1,617) (2,557) (4,175) 940

Loss before income taxes (31,760) (19,190) (23,405) (12,570) 4,215

(Benefit from) provision for income taxes (431) 496 165 (927) 331

Provision for (benefit from) income taxes 714 (431) 496 1,145 (927)

Net loss (32,474) (18,759) (23,901) (13,715) 5,142

Net loss attributable to non-controlling interest in consolidated subsidiaries (1,709) (1,173) (1,412) (536) 239

Net loss attributable to stockholders/Former Parent $ (17,586) $ (22,489) $ (22,790) $ 4,903 $ 301

The following table sets forth a reconciliation of net loss attributable to stockholders and Former Parent to Adjusted EBITDA:

Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (30,765) $ (17,586) $ (22,489) $ (13,179) $ 4,903

The following table sets forth a reconciliation of net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock to Adjusted EBITDA:

Year Ended December 31, Change

(in thousands) 2025 2024 2023 '25 vs ‘24 '24 vs ‘23

Net loss attributable to stockholders/Former Parent $ (17,586) $ (22,489) $ (22,790) $ 4,903 $ 301

(Benefit from) provision for income taxes (431) 496 165 (927) 331

Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (30,765) $ (17,586) $ (22,489) $ (13,179) $ 4,903

Provision for (benefit from) income taxes 714 (431) 496 1,145 (927)

Equity-based compensation expense 1,240 2,108 1,770 (868) 338

10 unchanged sentences

Other non-recurring items (1)

1,035 — — 1,035 —

Equity in losses of unconsolidated entities — — — — —

3 unchanged sentences

______________________________________________________________________________________

(1) Includes the following items for the year ended December 31, 2025:

(i) incidental utility rebillings of $650 and (ii) loss on inventory heel of $385.

(2) Includes the following items for the years ended December 31, 2025, 2024 and 2023:

(i) equity-based compensation of $129, $99 and $28, (ii) (benefit from) provision for income taxes of $(26), $28 and $8, (iii) interest expense of $99, $143 and $75, (iv) depreciation and amortization expense of $606, $523 and $442, and (v) changes in fair value of non-hedge derivative instruments of $—, $63 and $(53), respectively.

Comparison of the years ended December 31, 2024 and 2023

Total revenues increased $5.1 million, primarily due to the commencement of a butane throughput contract in April 2023, partially offset by losses in the prior year related to the sale of butane inventory as the terminal prepared for the new throughput contract.

Total expenses increased $1.9 million primarily due to (i) an increase in operating expenses due to costs associated with stock-based compensation, (ii) an increase in depreciation expense due to assets being placed into service and (iii) an increase in labor costs and professional fees related to the continued development of the site.

Other expense

Total other expense decreased $0.9 million primarily due to an increase in capitalized interest, partially offset by an increase in interest expense due to an increase in the borrowing amount on the revolver, amended in December 2023.

Adjusted EBITDA (Non-GAAP)

Adjusted EBITDA increased $2.9 million due to the changes noted above.

(i) equity-based compensation expense of $67, $129 and $99, (ii) provision for (benefit from) income taxes of $39, $(26) and $28, (iii) interest expense of $373, $99 and $143, (iv) depreciation and amortization expense of $538, $606 and $523, (v) changes in fair value of non-hedge derivative instruments of $—, $— and $63, (vi) acquisition and transaction expenses of $226, $— and $—, (vii) losses on modification or extinguishment of debt of $190, $— and $— and (viii) other non-recurring items of $59, $— and $—, respectively.

Comparison of the years ended December 31, 2025 and 2024

Total revenues increased $6.6 million, primarily due to the commencement of a butane throughput contract at Repauno in April 2023, partially offset by losses on the sale of butane inventory as the terminal prepared for the new throughput contract.

Total expenses increased $5.1 million primarily due to (i) an increase in operating expenses due to costs associated with equity-based compensation and (ii) an increase in labor costs and professional fees related to the continued development of the site.

Other income (expense)

Total other expense increased $1.0 million primarily due to an increase in interest expense due to an increase in the borrowing rate on the revolver.

Total revenues decreased $4.8 million due to lower volumes stemming from the terminal’s new butane throughput contract that commenced in April 2025.

Total expenses increased $3.6 million primarily due to an increase in acquisition and transaction expenses related to consulting fees, partially offset by a decrease in operating expenses associated with lower repairs and maintenance and labor costs.

Other (expense) income

Total other expense increased $4.2 million primarily due to (i) an increase in interest expense of $5.3 million related to additional borrowings and (ii) an increase in loss on modification or extinguishment of debt of $3.3 million due to the payoff of the DRP Revolver and March 2025 Credit Agreement, offset by an increase in other income of $4.5 million from the interest on funds from the Series 2025 Bonds.

Adjusted EBITDA (Non-GAAP)

4 unchanged sentences

(in thousands) 2025 2024 2023 '25 vs ‘24 '24 vs ‘23

Other revenue $ — $ — $ — $ — $ —

Terminal services revenues $ 1,954 $ — $ — $ 1,954 $ —

Power revenues 156,183 — — 156,183 —

Gas revenues 21,194 — — 21,194 —

Total revenues 179,331 — — 179,331 —

1 unchanged sentence

Acquisition and transaction expenses 6,594 2,293 94 4,301 2,199

Depreciation and amortization 54,236 — — 54,236 —

Total expenses 123,262 4,483 2,820 118,779 1,663

Other (expense) income

Equity in losses of unconsolidated entities (37,146) (9,949) (60,538) (27,197) 50,589

Other income (expense)

Equity in earnings (losses) of unconsolidated entities 10,588 (37,146) (9,949) 47,734 (27,197)

Gain on sale of assets, net 119,952 — — 119,952 —

Loss on modification or extinguishment of debt (77) — — (77) —

Interest expense (88,490) — (3) (88,490) 3

Other income 4,232 12,430 7,523 (8,198) 4,907

Total other expense (24,716) (2,429) (60,014) (22,287) 57,585

Net loss attributable to stockholders/Former Parent $ (29,199) $ (5,249) $ (61,298) $ (23,950) $ 56,049

The following table sets forth a reconciliation of net loss attributable to stockholders and Former Parent to Adjusted EBITDA:

Total other income (expense) 46,205 (24,716) (2,429) 70,921 (22,287)

Income (loss) before income taxes 102,274 (29,199) (5,249) 131,473 (23,950)

Benefit from income taxes (7,524) — — (7,524) —

Net income (loss) 109,798 (29,199) (5,249) 138,997 (23,950)

Net loss attributable to non-controlling interest in consolidated subsidiaries (26) — — (26) —

Net income (loss) attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ 109,824 $ (29,199) $ (5,249) $ 139,023 $ (23,950)

The following table sets forth a reconciliation of net income (loss) attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock to Adjusted EBITDA:

Year Ended December 31, Change

(in thousands) 2025 2024 2023 '25 vs ‘24 '24 vs ‘23

Net loss attributable to stockholders/Former Parent $ (29,199) $ (5,249) $ (61,298) $ (23,950) $ 56,049

Provision for income taxes — — — — —

Net income (loss) attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ 109,824 $ (29,199) $ (5,249) $ 139,023 $ (23,950)

Benefit from income taxes (7,524) — — (7,524) —

Equity-based compensation expense 5,636 — — 5,636 —

5 unchanged sentences

Depreciation and amortization expense (1)

34,144 — — 34,144 —

Interest expense 88,490 — 3 88,490 (3)

4 unchanged sentences

Other non-recurring items — — — — —

Equity in losses of unconsolidated entities 37,146 9,949 60,538 27,197 (50,589)

Equity in (earnings) losses of unconsolidated entities (10,588) 37,146 9,949 (47,734) 27,197

Non-controlling share of Adjusted EBITDA (3)

(337) — — (337) —

Adjusted EBITDA (Non-GAAP) $ 232,990 $ 40,246 $ 34,784 $ 192,744 $ 5,462

______________________________________________________________________________________

(1) Includes the following items for the year ended December 31, 2025:

(i) depreciation and amortization expense of $54,236 and (ii) amortization of other comprehensive income of $(20,092).

(2) Includes the following items for the years ended December 31, 2025, 2024 and 2023:

(i) net loss of $(37,211), $(8,858) and $(60,538), (ii) depreciation expense of $25,353, $26,146 and $27,625, (iii) interest expense of $37,600, $31,109 and $26,758, (iv) acquisition and transaction expense of $209, $445 and $616, (v) changes in fair value of non-hedge derivative instruments of $(1,488), $(18,904) and $21,218, (vi) asset impairment of $274, $1,135 and $2,280, (vii) equity-based compensation of $2, $5 and $382, (viii) loss on modification or extinguishment of debt of $4,724, $— and $—, (ix) equity method basis adjustments of $65, $(1,091) and $— and (x) other non-recurring items of $478, $— and $—, respectively.

(i) net income (loss) of $10,576, $(37,211) and $(8,858), (ii) depreciation and amortization expense of $2,185, $25,353 and $26,146, (iii) interest expense of $6,352, $37,600 and $31,109, (iv) acquisition and transaction expenses of $201, $209 and $445, (v) changes in fair value of non-hedge derivative instruments of $(12,822), $(1,488) and $(18,904), (vi) asset impairment charges of $—, $274 and $1,135, (vii) equity-based compensation expense of $—, $2 and $5, (viii) losses on modification or extinguishment of debt of $—, $4,724 and $—, (ix) equity method basis adjustments of $10, $65 and $(1,091) and (x) other non-recurring items of $1, $478 and $—, respectively.

(3) Includes the following items for the year ended December 31, 2025:

(i) equity-based compensation expense of $23, (ii) interest expense of $106, (iii) depreciation and amortization expense of $47, (iv) changes in fair value of non-hedge derivative instruments of $(2), (v) provision for income taxes of $143, (vi) acquisition and transaction expense of $16 and (vii) losses on modification or extinguishment of debt of $4.

Comparison of the years ended December 31, 2025 and 2024

Total expenses increased $1.7 million primarily due to an increase in consulting fees.

Other (expense) income

Total other expense increased $22.3 million primarily due to increases in equity in losses in unconsolidated entities primarily due to a decrease in unrealized gains on power swaps at Long Ridge Energy & Power LLC and loss on extinguishment of debt at Long Ridge West Virginia LLC, partially offset by increases in other income due to interest income from an increased loan balance under the loan agreement between the Company and Long Ridge Energy & Power LLC.

Total revenues increased $179.3 million due to (i) a $156.2 million increase in power plant revenues, (ii) a $21.2 million increase in gas revenues (iii) and a $2.0 million increase in terminal service revenues as a result of the acquisition of GCM’s 49.9% interest in of Long Ridge Energy & Power LLC in February 2025.

Total expenses increased $118.8 million primarily due to:

• an increase in operating expenses of $60.2 million primarily related to increased drilling expenses at Ohio Gasco LLC and Long Ridge West Virginia, as well as increased legal expenses;

• an increase in acquisition and transaction expenses of $4.3 million due to legal and consulting fees related to the acquisition of GCM’s 49.9% interest in Long Ridge Energy & Power LLC in February 2025;

• an increase in depreciation and amortization expense of $54.2 million related to depreciation expense at the Terminal and Power Plant businesses as a result of the acquisition of GCM’s 49.9% interest in Long Ridge Energy & Power LLC in February 2025.

Other income (expense)

Total other income increased $70.9 million primarily due to:

• an increase in equity in earnings in unconsolidated entities of $47.7 million primarily due to the equity pickup of Long Ridge Energy & Power LLC net losses in the prior year, while there were only two months of equity pickup in the current year since GCM’s 49.9% interest in Long Ridge Energy & Power LLC was acquired in February 2025, and therefore no equity pickup recorded after the acquisition;

• an increase in gain on sale of asset of $120.0 million related to the acquisition of GCM’s 49.9% interest in Long Ridge Energy & Power LLC in February 2025;

partially offset by

• an increase in interest expense of $88.5 million related to interest expense on Long Ridge debt that is now consolidated;

• a decrease in other income of $8.2 million related to a decrease in interest income due to the pay down of the investor loan to Long Ridge Energy & Power LLC as part of the acquisition of GCM’s 49.9% interest in Long Ridge Energy & Power LLC in February 2025.

Benefit from income taxes

Benefit from income taxes increased $7.5 million primarily due to the partial release of the valuation allowance in connection with the acquisition of GCM’s 49.9% interest in Long Ridge Energy & Power LLC in February 2025.

Adjusted EBITDA (Non-GAAP)

Adjusted EBITDA increased $192.7 million due to the changes noted above.

Comparison of the years ended December 31, 2023 and 2022

Total expenses increased $1.5 million primarily due to an increase in professional fees.

Other (expense) income

Total other expenses decreased $57.6 million primarily due to decreases in equity in losses in unconsolidated entities primarily due to unrealized gains on power swaps at Long Ridge as power prices decreased, as well as increases in other income due to interest income from a loan agreement entered into at the end of 2022 between the Company and Long Ridge Energy & Power LLC.

Adjusted EBITDA (Non-GAAP)

Adjusted EBITDA increased $16.7 million due to an increase in the pro-rata share of Adjusted EBITDA from unconsolidated entities of $11.6 million, and the changes noted above.

Sustainability and Energy Transition Segment

10 unchanged sentences

Equity in losses of unconsolidated entities (7,558) (18,390) (14,814) 10,832 (3,576)

Gain on sale of assets, net 8,969 — — 8,969 —

Other income 1,842 2,167 2,529 (325) (362)

Total other expense (16,223) (12,285) (4,889) (3,938) (7,396)

Net loss attributable to stockholders/Former Parent $ (88,583) $ (12,315) $ (5,179) $ (76,268) $ (7,136)

The following table sets forth a reconciliation of net loss attributable to stockholders and Former Parent to Adjusted EBITDA:

Total other income (expense) 3,253 (16,223) (12,285) 19,476 (3,938)

Net income (loss) attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ 3,002 $ (88,583) $ (12,315) $ 91,585 $ (76,268)

Year Ended December 31, Change

(in thousands) 2025 2024 2023 '25 vs ‘24 '24 vs ‘23

Net loss attributable to stockholders/Former Parent $ (88,583) $ (12,315) $ (5,179) $ (76,268) $ (7,136)

Net income (loss) attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ 3,002 $ (88,583) $ (12,315) $ 91,585 $ (76,268)

Provision for income taxes — — — — —

17 unchanged sentences

(1) Includes the following items for the years ended December 31, 2025, 2024 and 2023:

(i) net loss of $(18,390), $(14,814) and $(7,069), (ii) depreciation expense of $2,762, $1,539 and $774, and (iii) interest expense of $5,918, $3,522 and $1,848, respectively.

Comparison of the years ended December 31, 2024 and 2023

Total expenses increased $72.3 million primarily due to the impairment of our investment and the related note receivable in GM-FTAI Holdco LLC.

Other (expense) income

Total other expense increased $3.9 million which primarily reflects an increase of $3.6 million in equity in losses of unconsolidated entities primarily due to higher operating losses at GM-FTAI Holdco LLC.

Adjusted EBITDA (Non-GAAP)

Adjusted EBITDA decreased $2.2 million primarily due to the changes noted above.

(i) net loss of $(4,286), $(18,390) and $(14,814), (ii) depreciation and amortization expense of $699, $2,762 and $1,539, and (iii) interest expense of $1,284, $5,918 and $3,522, respectively.

Comparison of the years ended December 31, 2025 and 2024

Total expenses decreased $72.3 million primarily due to the impairment of our investment and the related note receivable in GM-FTAI Holdco LLC in the prior year.

Other (expense) income

Total other expense increased $7.4 million which reflects an increase of $7.8 million in equity in losses of unconsolidated entities primarily due to operating losses at GM-FTAI Holdco LLC, offset by an increase in other income of $0.4 million due to interest income earned on outstanding notes.

Total other income increased $19.5 million which reflects a decrease of $10.8 million in equity in losses of unconsolidated entities primarily due to lower operating losses at GM-FTAI Holdco LLC and an increase of $9.0 million in gain on sale of assets, net due to gain on sale of equity method investment in Clean Planet Energy USA LLC.

Adjusted EBITDA (Non-GAAP)

Adjusted EBITDA decreased $4.9 million primarily due to a decrease in the pro-rata share of Adjusted EBITDA from unconsolidated entities of $5.3 million, and the changes noted above.

Adjusted EBITDA increased $18.0 million primarily due to the changes noted above.

Corporate and Other

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(in thousands) 2025 2024 2023 '25 vs ‘24 '24 vs ‘23

Rail revenues $ 1,406 $ — $ — $ 1,406 $ —

Roadside services revenues 52,194 55,000 68,190 (2,806) (13,190)

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Loss before income taxes (204,188) (99,844) (94,723) (104,344) (5,121)

Provision for income taxes 719 67 — 652 67

(Benefit from) provision for income taxes (572) 719 67 (1,291) 652

Net loss (203,616) (100,563) (94,790) (103,053) (5,773)

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Dividends and accretion of redeemable preferred stock 55,622 70,814 62,400 (15,192) 8,414

Net loss attributable to stockholders/Former Parent $ (171,377) $ (156,962) $ (91,473) $ (14,415) $ (65,489)

The following table sets forth a reconciliation of net loss attributable to stockholders and Former Parent to Adjusted EBITDA:

Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (259,238) $ (171,377) $ (156,962) $ (87,861) $ (14,415)

The following table sets forth a reconciliation of net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock to Adjusted EBITDA:

Year Ended December 31, Change

(in thousands) 2025 2024 2023 '25 vs ‘24 '24 vs ‘23

Net loss attributable to stockholders/Former Parent $ (171,377) $ (156,962) $ (91,473) $ (14,415) $ (65,489)

Provision for income taxes 719 67 — 652 67

Net loss attributable to stockholders, before series B preferred stock dividend and loss on extinguishment of preferred stock $ (259,238) $ (171,377) $ (156,962) $ (87,861) $ (14,415)

(Benefit from) provision for income taxes (572) 719 67 (1,291) 652

Equity-based compensation expense 405 494 170 (89) 324

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Other non-recurring items (2)

955 — — 955 —

Equity in earnings of unconsolidated entities (50) (40) (56) (10) 16

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(i) net loss of $(50), $(55) and $(80) and (ii) interest expense of $12, $31 and $55, respectively.

(2) Includes the following items for the year ended December 31, 2025:

(i) non-ordinary professional fees of $955.

(3) Includes the following items for the year ended December 31, 2025, 2024 and 2023:

(i) depreciation expense of $—, $260 and $651, respectively.

(i) depreciation and amortization expense of $—, $— and $260, respectively.

Comparison of the years ended December 31, 2025 and 2024

Total revenues decreased $1.4 million primarily due to a decrease in roadside services at FYX.

Total expenses decreased $15.8 million primarily due to:

• a decrease in operating expenses of $15.6 million due to a decrease in roadside services at FYX;

• a decrease in depreciation and amortization expense of $1.7 million due to assets that became fully depreciated;

partially offset by

• an increase in general and administrative expense of $2.0 million primarily due to higher professional fees.

Other income (expense)

Total other expense increased $7.8 million due primarily to (i) an increase in interest expense of $8.9 million due to the additional issuance of the Senior Notes due 2027 in July 2023, partially offset by (ii) a decrease in loss on extinguishment of debt of $1.1 million due to repayment of amounts outstanding under the Credit Agreement in July 2023.

Dividends and accretion of redeemable preferred stock

Dividends and accretion of redeemable preferred stock increased $8.4 million due to continued accretion of our redeemable preferred stock balance for the year.

Adjusted EBITDA (Non-GAAP)

Adjusted EBITDA increased $2.0 million primarily due to the changes noted above.

Comparison of the years ended December 31, 2023 and 2022

Total revenues increased $20.3 million primarily due to the acquisition and consolidation of FYX in May 2022, in addition to FYX price increases during the year.

Total expenses increased $14.6 million primarily due to:

• an increase in operating expenses of $20.2 million and an increase in depreciation and amortization expense of $1.2 million due to the acquisition and consolidation of FYX in May 2022;

• an increase in acquisition and transaction expenses of $9.8 million due to higher professional fees;

• an increase in general and administrative expense of $1.4 million primarily due to higher professional fees.

partially offset by

• a decrease in acquisition and transaction expenses of $13.3 million primarily due to expenses incurred in 2022 related to the Spin-off.

Other income (expense)

Total other expense increased $37.0 million due primarily to (i) an increase in interest expense of $35.7 million due to the additional issuance of the Senior Notes due 2027 in July 2023 and (ii) an increase in loss on extinguishment of debt of $1.1 million .

Other expense

Total other expense increased $88.3 million due to an increase in interest expense of $33.3 million due to the issuance of the Corporate Bridge Loan in August 2025 and an increase in loss on extinguishment of debt of $55.2 million due to paydown of the Senior Notes due 2027 in August 2025.

Dividends and accretion of redeemable preferred stock

Dividends and accretion of redeemable preferred stock increased $38.7 million due to the redeemable preferred stock raise completed in August 2022.

Dividends and accretion of redeemable preferred stock decreased $15.2 million due to payoff of Series A Preferred Stock in August 2025.

Adjusted EBITDA (Non-GAAP)

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We are managed by the Manager, an affiliate of Fortress, pursuant to our Management Agreement, which provides for us to bear obligations for management fees and expense reimbursements payable to the Manager.

Pursuant to the terms of the Management Agreement, the Manager provides a management team and other professionals who are responsible for implementing our business strategy and performing certain services for us, subject to oversight by our board of directors.

Pursuant to the terms of the

Management Agreement, the Manager provides a management team and other professionals who are responsible for implementing our business strategy and performing certain services for us, subject to oversight by our board of directors.

Our Management Agreement has an initial six-year term and is automatically renewed for one-year terms thereafter unless terminated either by us or our Manager.

For its services, our Manager is entitled to receive a management fee from us, payable monthly, that is based on the average value of our total equity (including redeemable preferred stock, but excluding non-controlling interests) determined on a consolidated basis in accordance with GAAP as of the last day of the two most recently completed months multiplied by an annual rate of 1.50%.

For its services, our Manager is entitled to receive a management fee from us, payable monthly, that is based on the average value of our total equity (including preferred stock, but excluding non-controlling common interests) determined on a consolidated basis in accordance with GAAP as of the last day of the two most recently completed months multiplied by an annual rate of 1.50%.

In addition, we are obligated to reimburse certain expenses incurred by our Manager on our behalf.

Geographic Information

Please refer to Note 15 of our consolidated and combined consolidated financial statements for information by geographic area for each segment, all located in North America, of revenues from our external customers, for the years ended December 31, 2024, 2023 and 2022, as well as the geographic area for each segment of our total property, plant and equipment as of December 31, 2024 and 2023.

Please refer to Note 17 of our consolidated financial statements for information by geographic area for each segment, all located in North America, of revenues from our external customers, for the years ended December 31, 2025, 2024 and 2023, as well as the geographic area for each segment of our total property, plant and equipment as of December 31, 2025 and 2024.

Liquidity and Capital Resources

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This includes limiting discretionary spending across the organization and re-prioritizing our capital projects.

As disclosed in Note 19, subsequent to December 31, 2024, the Company has (i) extended the maturity dates of its EB-5 and EB-5.2 Loan Agreements to January 25, 2027 and March 10, 2027, respectively, (ii) amended its October 2024 Jefferson Credit Agreement to include the option to extend its maturity date to April 1, 2026 and (iii) executed an additional loan agreement for $30.0 million at its Repauno segment that will be due July 18, 2025 and includes the option to extend its maturity date to April 1, 2026.

Notwithstanding these actions, Management concluded that the Company’s current liquidity and forecasted cash flows from operations are not sufficient to meet its obligations as they become due, when including cash dividend payments on its Series A Preferred Stock.

However, Management has approved a plan to accrue paid-in-kind dividends on the Series A Preferred Stock which would preclude the payment of future dividends on common stock, excluding the common dividend that our board of directors declared on February 27, 2025 that will be paid on March 26, 2025 (see Note 19).

In addition, Management will exercise the options to extend the maturity dates of the debt instruments noted above, as needed.

Subsequent to September 30, 2025, we have (i) refinanced the Bridge Loan Credit Agreement with the Term Loan Credit Agreement (see Note 21 for additional details), (ii) paid down the Jefferson June 2025 Credit Agreement and (iii) entered into a binding Commitment Agreement (the “Backstop Agreement”) dated March 16, 2026, pursuant to which we may, at our sole option, on or prior to July 1, 2026, elect to borrow from a lender funds in an aggregate principal amount of $255 million pursuant to a bridge facility that will have a maturity date which is 364 days after the close of such bridge facility (see Note 21 for additional details).

As disclosed in Note 8, the Company has significant debt obligations, which it continues to actively manage.

As part of our evaluation under ASC 205-40, management reviewed its forecasted cash flows including debt maturities over the next 12 months and concluded that the Company’s current liquidity, forecasted cash flows from operations and completed financing transactions are not sufficient to allow the Company to meet its obligations as they become due including repayment of the $218 million Jefferson Taxable Series 2024B Bonds upon their maturity (see Note 8 for additional detail).

While management intends to refinance the $218 million Jefferson Taxable Series 2024B Bonds with long term financing, if such plans are not met, the Company would draw on the Backstop Agreement to pay off the Jefferson Taxable Series 2024B Bonds due July 1, 2026.

Additionally, management’s plan includes exercising existing contractual options to extend the DRP DB Term Loan of $106 million, the first tranche of EB-5 Loan Agreement of $26 million, and the second tranche of EB-5 Loan Agreement of $9.7 million that will extend maturities to May 30, 2028, January 25, 2028, and March 11, 2028, respectively.

Management concluded that such plans are probable of being implemented and the Company will have sufficient liquidity to meet its obligations as they become due over the next twelve months from the date that the consolidated financial statements were issued.

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Our principal uses of liquidity have been and continue to be (i) acquisitions of and investments in infrastructure assets, (ii) expenses associated with our operating activities and (iii) debt service obligations associated with our investments.

• Cash used for the purpose of making investments was $121.9 million, $147.2 million and $267.3 million during the years ended December 31, 2024, 2023 and 2022, respectively.

• Cash used for the purpose of making investments was $1.1 billion, $118.1 million and $147.1 million during the years ended December 31, 2025, 2024 and 2023, respectively.

• Uses of liquidity associated with our operating expenses are captured on a net basis in our cash flows from operating activities.

Uses of liquidity associated with our debt obligations are captured in our cash flows from financing activities.

Our principal sources of liquidity to fund these uses have been and continue to be (i) cash and restricted cash on hand as of December 31, 2024 (ii) revenues from our infrastructure businesses net of operating expenses, (iii) proceeds from borrowings and (iv) proceeds from asset sales and an easement.

Our principal sources of liquidity to fund these uses have been and continue to be (i) cash and restricted cash on hand as of December 31, 2025, (ii) revenues from our infrastructure businesses net of operating expenses, (iii) proceeds from borrowings and (iv) proceeds from asset sales.

• During the year ended December 31, 2025, additional borrowings were obtained in connection with the (i) the Long Ridge Acquiom Loan of $40.0 million, (ii) the June 2025 Jefferson Credit Agreement of $30.0 million, (iii) the DRP DB Term Loan of $100.0 million, (iv) the Series 2025 Bonds of $300.0 million, (v) the Bridge Loan Credit Agreement of $1.25 billion and (vi) the RailCo Revolver of $50 million.

Additionally, during the year ended December 31, 2025, we acquired the (i) Long Ridge CanAm loan of $115.2 million, (ii) Senior Secured Notes due 2032 of $600.0 million, (iii) February 2025 Long Ridge Credit Agreement of $400.0 million and (iv) Long Ridge GCM Note of $20.0 million in connection with the acquisition of Long Ridge Energy & Power LLC (see Note 3 for additional details).

In May 2025, we used a portion of the net proceeds from the Series 2025 Bonds and DRP DB Term Loan to repay (i) the March 2025 Repauno Credit Agreement of $30.0 million, (ii) the October 2024 Jefferson Credit Agreement of $50.0 million and (iii) the DRP Revolver of $44.3 million.

In August 2025, we used a portion of the net proceeds from the Bridge Loan Credit Agreement to redeem the Senior Notes due 2027 and Series A Preferred Stock.

• During the year ended December 31, 2024, additional borrowings were obtained in connection with the (i) April 2024 Jefferson Credit Agreement of $75.0 million, (ii) Series 2024 Bond Offering of $382.3 million and (iii) October 2024 Jefferson Credit Agreement of $50.0 million.

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In August 2024, we used a portion of the net proceeds from the Series 2024 Bonds to repurchase and cancel an additional $6.0 million of the Tax Exempt Series 2021A Bonds.

• During the year ended December 31, 2023, additional borrowings were obtained in connection with the (i) EB-5 Loan Agreement of $1.6 million, (ii) Transtar Revolver of $40.0 million, (iii) Credit Agreement of $25.0 million, (iv) 2027 Notes (as defined in Note 7 of the consolidated and combined consolidated financial statements) of $100.0 million and (v) DRP Revolver of $19.3 million.

• During the year ended December 31, 2023, additional borrowings were obtained in connection with the (i) EB-5 Loan Agreement of $1.6 million, (ii) Transtar Revolver of $40.0 million, (iii) Credit Agreement of $25.0 million, (iv) 2027 Notes (as defined in Note 8 of the consolidated financial statements) of $100.0 million and (v) DRP Revolver of $19.3 million.

In July 2023, we used a portion of the net proceeds from the additional $100.0 million aggregate principal amount of the 2027 Notes to repay the amounts outstanding under the Transtar Revolver and Credit Agreement in full.

• During the year ended December 31, 2022, additional borrowings were obtained in connection with the (i) 2027 Notes (as defined in Note 7 of the consolidated and combined consolidated financial statements) of $473.8 million, (ii) Transtar Revolver of $10.0 million and (iii) EB-5.3 Loan Agreement of $26.4 million.

We did not make any principal repayments of debt during the year ended December 31, 2022.

We are currently evaluating several potential transactions and related financings, including, but not limited to, providing for increased debt capacity at certain of our subsidiaries, which could occur within the next 12 months.

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Comparison of the years ended December 31, 2025 and 2024

Net cash used in operating activities increased $20.8 million, which primarily reflects (i) an increase in net loss of $106.3 million, (ii) changes in accounts receivable, accounts payable and accrued liabilities, other assets and other liabilities of $23.6 million, (iii) a decrease in depreciation and amortization of $1.6 million and (iv) an increase in gain on sale of easement of $3.5 million, partially offset by (v) a change in equity in losses of unconsolidated entities of $30.8 million, (vi) a decrease in gain on the sale of assets of $4.5 million, (vii) an increase in loss on modification or extinguishment of debt of $6.9 million and (viii) an increase in asset impairment of $71.6 million.

Net cash used in investing activities decreased $29.0 million primarily due to (i) a decrease in acquisitions of property, plant and equipment of $19.5 million, (ii) a decrease in investment in convertible promissory notes of $4.6 million, (iii) a decrease in cash used for the acquisition of business of $4.4 million, (iv) a decrease in the investment in unconsolidated entities of $3.3 million and (v) an increase in gain on sale of easement of $3.5 million, partially offset by (vi) an increase in the acquisition of leasing equipment of $1.6 million and (vii) an increase in investment in equity instruments of $5.0 million.

Net cash provided by financing activities increased $113.8 million primarily due to (i) an increase in proceeds from debt of $317.1 million, partially offset by (ii) repayment of debt proceeds of $172.5 million, (iii) an increase in settlement of equity-based compensation of $1.2 million, (iv) an increase in payment of deferred financing costs of $2.6 million, (v) an increase in cash dividends paid for Redeemable Preferred Stock of $12.9 million and (vi) an increase in distributions to non-controlling interests of $13.4 million.

Comparison of the years ended December 31, 2023 and 2022

Net cash provided by operating activities increased $48.2 million, which primarily reflects (i) a decrease in net loss of $27.8 million, (ii) changes in accounts receivable, accounts payable and accrued liabilities, other assets and other liabilities of $46.5 million, (iii) an increase in depreciation and amortization of $10.2 million, (iv) an increase in equity-based compensation of $5.1 million and (v) an increase in bad debt expense of $1.4 million, partially offset by (vi) a change in equity in losses of unconsolidated entities of $42.7 million.

Net cash used in investing activities decreased $120.1 million primarily due to (i) a decrease in acquisitions of property, plant and equipment of $118.1 million and (ii) a decrease in investment in convertible promissory notes of $11.4 million, partially offset by (iii) an increase in cash used for the acquisition of additional ownership interest in FYX of $0.6 million in 2023 as compared to 2022, (iv) an increase in the investment in unconsolidated entities of $1.1 million, (v) a decrease in the proceeds from sale of property, plant and equipment of $6.1 million and (vi) an increase in the acquisition of leasing equipment of $1.7 million.

Net cash provided by financing activities decreased $78.3 million primarily due to (i) a decrease in the proceeds from the issuance of Redeemable Preferred Stock of $274.6 million, (ii) a decrease in proceeds from debt of $337.7 million, (iii) repayment of debt proceeds of $75.1 million, (iv) cash dividends paid of $9.3 million and (v) a decrease in settlement of equity-based compensation of $1.6 million, partially offset by (vi) a decrease in net transfers to Former Parent of $617.3 million and (vii) a decrease in payment of deferred financing costs of $4.8 million.

Net cash used in operating activities increased $102.7 million, which primarily reflects (i) a decrease in net loss of $114.0 million, (ii) an increase in loss on modification or extinguishment of debt of $50.4 million, (iii) an increase in depreciation and amortization of $53.1 million and (iv) an increase in amortization of deferred financing costs of $4.7 million, offset by (v) an increase in equity in earnings of unconsolidated entities of $67.8 million, (vi) an increase in gain on the sale of assets of $2.4 million, (vii) changes in working capital of $56.0 million, (viii) an increase in asset impairment of $67.9 million, (ix) changes in deferred income taxes of $7.7 million, (x) an increase in amortization of other comprehensive income of $20.1 million, and (xi) an increase in gain on sale of subsidiaries of $128.9 million.

Net cash used in investing activities increased $1.0 billion primarily due to (i) an increase in acquisition of property, plant and equipment of $201.0 million, (ii) an increase in the investment in unconsolidated entities of $14.7 million, and (iii) an increase in cash provided by the acquisition of business of $856.6 million, partially offset by (iv) a decrease in investment in convertible promissory notes of $31.4 million and (v) an increase in proceeds from investor loan of $11.0 million.

Net cash provided by financing activities increased $1.2 billion primarily due to (i) an increase in proceeds from debt of $1.3 billion, (ii) an increase in proceeds from the issuance of redeemable preferred stock of $1.0 billion and (iii) a decrease in distributions to non-controlling interests of $13.7 million, partially offset by (iv) repayment of debt proceeds of $532.8 million, (v) an increase in repayment of preferred stock of $447.1 million, (vi) an increase in payment of deferred financing costs of $50.6 million, (vii) an increase in the payment of cash dividends on preferred stock of $10.9 million and (viii) an increase in redeemable preferred stock issuance costs of $21.2 million.

For a discussion of the year ended December 31, 2024 compared to the year ended December 31, 2023, please refer to Part II, Item 7, "Liquidity and Capital Resources" in our Annual Report on Form 10-K for the year ended December 31, 2024.

Debt Covenants

We are in compliance with all of our debt covenants as of December 31, 2025.

See Note 7 to the consolidated and combined consolidated financial statements for information related to our debt obligations and respective covenants.

See Note 8 to the consolidated financial statements for information related to our debt obligations and respective covenants.

Contractual Obligations and Cash Requirements

Our material cash requirements include the following contractual and other obligations:

Debt Obligations — As of December 31, 2024, we have outstanding principal and interest payment obligations of $1.6 billion and $555.3 million, respectively, of which, there are $50.0 million of principal payments due and $122.0 million of interest payments due within the next twelve months.

See Note 7 of the consolidated and combined consolidated financial statements for additional information about our debt obligations.

Debt Obligations — As of December 31, 2025, we have outstanding principal and interest payment obligations of $3.8 billion and $1.3 billion, respectively, of which, there are $1.6 billion of principal payments due and $248.9 million of interest payments due within the next twelve months.

See Note 2 for liquidity discussion and Note 8 of the consolidated financial statements for additional information about our debt obligations.

Lease Obligations — As of December 31, 2025, we had operating and finance lease obligations of $295.5 million, of which $12.2 million is due within the next twelve months.

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Scrap value at end of useful life

15 - 40 years

Terminal machinery and equipment 15 - 25 years from date of manufacture

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The factors considered in estimating the undiscounted cash flows are impacted by changes in future periods due to changes in contracted lease rates, terminal service, and freight rail rates, residual values, economic conditions, technology, demand for a particular asset type and other factors.

Goodwill — Goodwill includes the excess of the purchase price over the fair value of the net tangible and intangible assets associated with the acquisition of Jefferson Terminal, Transtar and FYX.

As of December 31, 2024, the carrying amount of goodwill within the Jefferson Terminal, Railroad and Corporate and Other segments was $122.7 million, $147.2 million, and $5.4 million, respectively.

Goodwill — Goodwill includes the excess of the purchase price over the fair value of the net tangible and intangible assets associated with the acquisition of Jefferson Terminal, Transtar, FYX and Long Ridge Energy & Power LLC.

As of December 31, 2025, the carrying amount of goodwill within the Jefferson Terminal, Railroad, Corporate and Other and Power and Gas segments was $122.7 million, $147.2 million, $5.4 million and $90.3 million, respectively.

As of December 31, 2024, the carrying amount of goodwill within the Jefferson Terminal, Railroad and Corporate and Other segments was $122.7 million, $147.2 million and $5.4 million, respectively.

During 2023, an immaterial adjustment was recorded to the goodwill and property, plant and equipment balances of the Railroad segment.

We review the carrying values of goodwill at least annually to assess impairment since these assets are not amortized.

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A goodwill impairment assessment compares the fair value of a respective reporting unit with its carrying amount, including goodwill.

The estimate of fair value of the respective reporting unit is based on the best information available as of the date of assessment, which primarily incorporates certain factors including our assumptions about operating results, business plans,

income projections, anticipated future cash flows and market data.

If the estimated fair value of the reporting unit is less than the carrying amount, a goodwill impairment is recorded to the extent that the carrying value of the reporting unit exceeds the fair value.

As of October 1, 2024, we elected to complete a qualitative impairment assessment of the goodwill related to our Transtar and FYX reporting units and concluded that it was more likely than not that the fair value of the Transtar and FYX reporting units exceeded their respective carrying values.

As of October 1, 2025, we elected to complete a qualitative impairment assessment of the goodwill related to our Transtar, FYX and Long Ridge Energy & Power LLC reporting units and concluded that it was more likely than not that the fair value of the Transtar, FYX and Long Ridge Energy & Power LLC reporting units exceeded their respective carrying values.

Therefore, no quantitative impairment evaluation was completed.

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In connection with our impairment analysis, although we believe the estimates of fair value are reasonable, the determination of certain valuation inputs is subject to management's judgment.

The fair value estimate was sensitive to significant assumptions inherent in the discounted estimated future cash flows, including forecasted revenue and revenue growth rates and discount rate.

Changes in these inputs, including as a result of events beyond our control, could materially affect the results of the impairment review.

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The Jefferson Terminal reporting unit forecasted revenue is dependent on the ramp up of volumes under current and expected future contracts for storage and throughput of heavy and light crude and refined products, expansion of refined product distribution to Mexico, expansion of volumes and execution of contracts related to sustainable fuels and movements in future oil spreads.

At October 1, 2024, approximately 6.0 million barrels of storage was operational.

Our discount rate for our 2025 goodwill impairment analysis was 10.0% and our assumed terminal growth rate was 2.5%.

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Although we do not have significant direct exposure to volatility of crude oil prices, changes in crude oil pricing that affect long term refining planned output could impact Jefferson Terminal operations.

We expect the Jefferson Terminal reporting unit to continue to generate positive Adjusted EBITDA in future years.

We expect the Jefferson Terminal reporting unit to continue to grow and generate positive Adjusted EBITDA in future years.

Further delays in executing anticipated contracts or achieving our projected volumes could adversely affect the fair value of the reporting unit.

There were no impairments of goodwill for the years ended December 31, 2025, 2024 and 2023.

Income Taxes — Prior to the spin-off, we were taxed as a disregarded entity for U.S.

federal income tax purposes and our taxable income or loss generated was allocated to investors by our Former Parent, which was treated as a partnership for U.S.

federal income tax purposes.

In addition, certain of our subsidiaries were taxed as separate corporations for U.S.

federal income tax purposes.

The income tax provision included in the consolidated and combined consolidated financial statements prior to the spin-off was prepared on a separate return method.

Post spin-off, FTAI Infrastructure’s tax profile, certain return elections and assertions are different, including a single consolidated federal tax filing in the U.S., and therefore the income taxes presented prior to the spin-off in the consolidated and combined consolidated financial statements are not expected to be indicative of the Company’s future income taxes.

Income Taxes — Taxable income or loss generated by us and our corporate subsidiaries is subject to U.S.

federal and state corporate income tax in locations where they conduct business.

We account for these taxes using the asset and liability method under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

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Some of our entities file income tax returns in the U.S.

federal jurisdiction, various state jurisdictions and in certain foreign jurisdictions.

federal jurisdiction and various state jurisdictions.

The income tax returns filed by us and our subsidiaries are subject to examination by the U.S.

federal, state and foreign tax authorities.

We recognize tax benefits for uncertain tax positions only if it is more likely than not that the position is sustainable based on its technical merits.

Interest and penalties on uncertain tax positions are included as a component of the provision for income taxes in the Consolidated and Combined Consolidated Statements of Operations.

federal and state tax authorities.

We recognize tax

benefits for uncertain tax positions only if it is more likely than not that the position is sustainable based on its technical merits.

Interest and penalties on uncertain tax positions are included as a component of the provision for income taxes in the Consolidated Statements of Operations.

Recent Accounting Pronouncements

Please see Note 2 to our consolidated and combined consolidated financial statements included elsewhere in this filing for recent accounting pronouncements.

Please see Note 2 to our consolidated financial statements included elsewhere in this filing for recent accounting pronouncements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis